SecProbe.io

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						July 1, 2005

Mail Stop 3561

Via US Mail and Facsimile

Ms. Kimberly Tharp
Chief Financial Officer
3500 N.W. 37th Avenue
Miami, Florida 33142

Re:	Florida Gaming Corporation
	Form 10-KSB for the year ended December 31, 2004
	Form 10-QSB for the period ended March 31, 2005
	Commission file #: 000-09099

Dear Ms. Tharp:

We have reviewed the above referenced filing and have the
following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

Please understand that the purpose of our review process is to
assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

* * * * * * * * * * * * * * * * * * * * * * *

Form 10-KSB for the year ended December 31, 2004

Management`s Discussion and Analysis

- General
1. We note that you have not provided a discussion of your
critical
accounting estimates in your MD&A section.  In future filings,
please
include a section which details each of your critical accounting
policies and addresses the following areas:
* Types of assumptions underlying the most significant and
subjective
estimates;
* Sensitivity of those estimates to deviations of actual results
from
management`s assumptions; and
* Circumstances that have resulted in revised assumptions in the
past.
Refer to Financial Reporting Policy 60 and Release No. 33-8350 for
guidance.  Revisions should include, but not be limited to
critical
accounting estimates related to revenue, impairment of real estate
and other long-lived assets, deferred taxes, unclaimed winnings
and
ITW payables.

- Results of Operations, page 23

2. In future filings, please describe the reasons for any material
changes from period to period rather than just quantifying the
difference.  In this regard, please revise future filings to
provide
an analysis and quantification of the particular causes of changes
in
line items such as pari-mutuel revenues, insurance expense, Summer
jai-alai operations, and program revenue.  See Item 303(b)(1)(vi)
of
Regulation S-B.

- Liquidity and Capital Resources, page 26

3. We note your disclosure that working capital increased during
2004, however you have not mentioned that a negative working
capital
balance still exists.  In this regard, please revise future
filings
to include a discussion of the existence of the net working
capital
deficit and the impact of this deficit on your ability to operate
your business and meet your obligations as they come due.  See
Item
303(b)(1) of Regulation S-B.

Financial Statements

Statements of Operations, page 4
Note P - Involuntary Conversion, page 28

4. We note that you have treated the $862,863 gain on insurance
settlement for hurricane damage as an extraordinary item on your
statement of operations for the year ended December 31, 2004.
Because hurricanes are not unusual or infrequent in Florida,
please
revise future filings to remove classification of your gain on
insurance settlement for hurricane damage as extraordinary.  See
paragraph 20 of APB 30.

5. We note from Note A that in computing income (loss) per share
you
reduce income (loss) by required dividends on preferred shares.
In
future filings, to the extent the dividends are materially
significant to net income (loss), as they were in 2003, consider
revising your statements of operations to present this reduction,
and
the net income (loss) available to common shareholders, on the
face
of the statement.

Notes to the Financial Statements

Note A.  Summary of Significant Accounting Policies, page 8
- Property, Plant and Equipment, page 8
6. Revise future filings to disclose the useful lives related to
each
class of property, plant and equipment.
- Long-lived Assets, page 8
7. We note from the statements of cash flows that you had a loss
on
impairment of assets during 2003 and 2004.  Please explain to us
and
include in future filings, (1) a description of the impaired long-
lived asset (asset group) and the facts and circumstances leading
to
the impairment; (2) the caption in the statement of operations
that
includes that loss; (3) the method for determining fair value; and
(4) the segment in which the impaired long-lived asset (asset
group)
is reported.  See paragraph 26 of SFAS No. 144.

- Pari-mutuel Wagering, page 9

8. We note from your disclosure that revenue is derived from
acceptance of wagers under a pari-mutuel wagering system.  Please
explain to us, and include in future filings, the point when both
jai-alai and inter track mutual commissions revenue is recognized.
Also, tell us, with a view toward expanded disclosure in future
filings, your accounting policy for each type of revenue you
derive
and explain how your accounting policy complies with SAB Topic 13.
Include in your response a description of your policy on including
simulcast guest commissions as a reduction of revenue.
Additionally,
please explain to use the purpose of including Total Pari-Mutuel
Handle amounts at the top of the statement of operations and
describe
how it is included in your determination or calculation of
revenue.
We may have further comment upon receipt of your response.

- Advertising Costs, page 9

9. We note your disclosure that you capitalize advertising costs
benefiting future periods.  Please explain to us the types of
advertising costs that are capitalized and your basis for their
capitalization.  Also, please tell us the amortization period and
how
that period was determined.  See SOP 93-7 for guidance.  Finally,
please state the amount of advertising costs that are included as
assets as of December 31, 2003 and 2004.  We may have further
comment
upon receipt of your response.

Note D.  Stock options and Warrants, page 13

10. We note that because you use the intrinsic method of
accounting
for employee stock options, you have disclosed the amounts that
compensation expense and loss per share would have increased had
you
used the fair value method.  In future filings, please provide
these
disclosures in the tabular format outlined in paragraph 2(e) of
SFAS
148.

11. We note that on June 13, 2003 you issued options to advisors
and
consultants for $6.78 per share, which was three times the book
value
as of March 31, 2003.  Please tell us with a view towards expanded
disclosure in future filings, the fair market value of the stock
on
June 13, 2003 (i.e., the date the options were granted).
Additionally, please tell us the fair market value of your stock
on
September 23, 2003 related to the shares issued to a director on
that
date.  If the options and stock were granted at amounts that were
less than the fair market value of your stock on the date of
grant,
please revise the financial statements in future filings to record
compensation expense for the difference in the amounts.

Note E.  Taxes on Income, Handle and Admissions, page 14

12. We note that the deferred tax asset includes a real estate
valuation reserve.  Please explain to us, and disclose in future
filings, the purpose of this reserve, as well as how the reserve
is
recorded in your financial statements.

13. Please revise future filings to provide the disclosures
required
by paragraph 47 of     SFAS 109.

Note L.  Real Estate Held for Sale, page 24

14. It appears that you have recorded the net loss from operations
of
your real estate segment as one line item under Other Income
(Expense).  In this regard, please tell us why you believe it is
appropriate to net the revenue and expense amounts, and to
classify
the amounts as non-operating expenses.  Additionally, please tell
us
why you believe the loss on the repurchase of property is
appropriately classified as non-operating income.  We may have
further comments upon review of your response.

Note M.  Segment Information, page 26

15. Supplementally provide us with, and revise future filings to
include the disclosures required by  paragraph 32 of SFAS No. 131.

Form 10-QSB for the quarter ended March 31, 2005

16. We note from Note O to the financial statements included in
Form
10-KSB for the year ended December 31, 2004, that in January 2005
you
issued a note payable to two parties that is contingent on the
passage of a gaming question on a future referendum.  In this
regard,
please tell us whether this contingent liability still exists and
if
so, please include disclosure of this contingency in future
filings.

17. Comply with the comments on the Form 10-KSB for the year ended
December 31, 2004 as they apply to filings on Form 10-QSB.

* * * * * * * * * * * * * * * * * * * * * * *

As appropriate, please respond to these comments within 10
business
days or tell us when you will provide us with a response.  Please
furnish a cover letter that keys your responses to our comments
and
provides any requested supplemental information.  Please
understand
that we may have additional comments after reviewing your
responses
to our comments.

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:

the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

staff comments or changes to disclosure in response to staff
comments
do not foreclose the Commission from taking any action with
respect
to the filing; and

the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

You may contact Claire Lamoureux at 202-551-3301 or Katherine
Mathis
at 202-551-3383 if you have questions.

								Sincerely,

								Linda Cvrkel
								Branch Chief
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Ms. Kimberly Tharp
Florida Gaming Corporation
July 1, 2005
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